To Kill A Spider
by Symbiotic Toxin
Summary: Spider-man is up against an enemy from the past, but with a more vicious design. But can he stand his own against this new, deadlier model?
1. Chapter 1

"C'mon Shocky, you gotta do better than that!" Spider-man yelled after jumping onto a nearby traffic-light just as a sonic blast hit his previous perch. He continued jumping from place tp place while Shocker blasted every spot he was already at, missing him by seconds. Spider-man jumped to onto the wall of a building, sticking to it while Shocker began to get irritated.

"Stop moving and fight like a man, you freak!" Shocker yelled to Spider-Man as he readied his gauntlets for another blast. His fists clenched on the triggers, his feet forced down into the ground and his breathing becoming erratic, Shocker was trying his best not to lose his cool with the spider. He needed to keep his head if he wanted to finally take Spider-man down.

As his enemy focused on readying another attack, Spider-man was focused on other things. Shocker wasn't exactly the biggest threat in the city, and if Shocker bothered tried to attack his spider-sense would warn him in time to get out of the way. Besides, focusing on the civilians who might get harmed during the fight was more important then getting a plan ready. Positive that everyone was in a safe distance away, Spider-man returned his focus and gaze back to Shocker.

"You do realize that sentence made no sense, right? 'Fight like a man, you freak?' Why not yell something like ' Die bug!' or 'Get ready for some pain!' or something whatever cheesy threats you guys use nowadays." He joked before Shocker sent another blast hurling at him. Spider-man jumped out of the way

of the blast, but was unable to dodge the piece of the buildings' debris that conked him hard on the head.

Seeing an opportunity he didn't want to miss, Shocker aimed his gauntlets carefully and fired one more blast. He couldn't let but let out a cry of victory when it hit Spider-man and sent him flying back into what was left the buildings' wall. What was left came toppling down onto Spider-man as he fell to the ground, dazed and in pain. His vision was blurry and he was in too much pain to react to anything, but Spider-man was able to make out Shocker standing over him, his gauntlets pointed at him.

"Since day one you've done nothing but run that mouth of yours and got in my way. But now I'm gonna finally shut you up and get the respect I deserve." Shocker told Spider-man, the sound of glee easily detectable in his voice. His vision clearing , Spider-man looked at Shocker as his mind raced with ideas of how he could get out of this. But before he could or Shocker could do anything , a white van came screeching up beside them, its side door opening the minute it pulled over.

A man in the combination of black pants, a gray turtle neck, and a ski-mask popped out of the door pointed at Shocker.

"Herman, c'mon man! We got what the doc ordered, now we need to get outta here!" The man yelled. Shocker stayed where he was, glaring at Spider-man who was now starting to move slightly.

"Lets go, the cops are on there way!" The man yelled again. Putting his arms down and grunting with irritation, Shocker turned and walked to the van. Once inside he looked back a Spider-man, glaring under his mask. He slammed the side-door shut and immediately peeled away from the scene.

With a little bit of the strength he recovered, Spider-man slowly pulled himself out of the rubble. It was at the wrong time, however, as a cop car drove up to the scene. His red and blue suit was now faded with patches of gray dust on it. Just as Spider-man was about to brush himself off he heard the clicking of a gun, knowing full well what it was. One of the cops was in front of him, there gun pointed at Spider-mans' head. _Great, I'm dusty and in pain and they still won't give me a break_.

"Hands up, freak!" The office shouted while their partner was busy keeping everyone away from the area. Spider-man shook his head, wondering why everyone was calling him a freak today.

"Sorry, but I gotta get home. Ma says I can't be out too long or there'll be trouble." Spider-man said in a southern drawl as he shot a web-line. Once it stuck onto the side of a building he pulled on it hard enough to send him flying into the city sky. Once high enough he let go of the stand web-line and shot another, letting go of that one as well before shooting another.

Within seconds long Spider-man was in full swing, almost flying through the city skies. The dust that was on his costume trailed behind him as it dispersed itself off of him. He hooted and hollered for the amusement of the gawking and pointing civilian below him. But as he swung he winced in pain with every move he made. Spider-man could explain where and how he got the bruises, but what excuse did Peter Parker have?

"Mugged?!" Mary-Jane yelled between her laughter. Peter sat on the couch in front of her, nursing his wounds and wrapping up some of the larger bruises on the upper part of his body.

"I had to think of something, alright? I was on my way to see Aunt May when I ran into Shocker. I had to think of someway I could explain why I was both late and in pain." Peter told her.

"So you told her you were mugged?"

"Well I couldn't just walk into her house and say 'Hey Aunt May, sorry I'm late. I had to fight some loser in a costume that looks like a quilt while in my red and blue tights before he shot me into a building and covered me and rubble. But I'm alright now. So how was your day?"

Mary-Jane shook her head as she smiled and sat beside Peter, wrapping her arms around him. He winced a bit, but took comfort in being close to her. Peter could always count on Mary-Jane to make him feel better, no matter how much pain he was in. It had been a good hour and a half since the fight and he had it was only 6 o'clock in the afternoon. He had one more thing to do before he had to go out on patrol for the night.

Peter slowly got up off the couch, the pain in him numbing, and made his way to the phone. Once he had it in his hand he dialed a number and put it up to his ear. After 2 seconds someone picked up.

"Yes, this is Mr. Parker. I'm calling to schedule and a doctors appointment for tomorrow morning. Yes. Uh-huh. Ok, 8am. Thank you."

After hanging up the phone Peter walked to his bedroom to get his costume. Mary-Jane, however, had interceptd thi and was standing in his ways. Peter knew what this was about.

"Where do you think you're going?" Mary-Jane asked.

"Um…to bed?" Peter answered sheepishly. Mary-Jane put her hands on her hips and gave Peter a look.

"Oh no your not. You were going to go out on patrol. Peter, you're bruised and tired. Just stay in tonight." She begged.

"But there's a chance Shocker may strike again. His goon said something about getting something for a doctor, meaning Shocker's not doing this alone. I might as well nip this in the bud before anything happens." Peter protested. Mary-Jane sighed, hung her head, and moved out of Peters' way. She knew no matter what he would've gone out anyway.

Peter once again made his way into the bedroom, planting a kiss on Mary-Janes' cheek as he went by. He knew she was frustrated that she couldn't keep him home and safe, but this was for the best and she knew that deep down. Besides, he had gotten worse bruises form Osborn and Venom, and Shocker was nothing special. He would take him down like all the other times, and this time without breaking a sweat.

****

The white van was parked outside of a large warehouse, out by the docks. Shockers' goons waited inside the van while Shocker himself was inside the warehouse. The inside was empty except for a few large crates and a work station in the center. It was surprisingly well lit and well cleaned. While Shocker was leaned up against a crate with his arms crossed, another man was bent over the work station tinkering away at something.

"You sure this is gonna work, doc?" Shocker asked. The man stopped tinkering and looked at him. His face was old and wrinkled, a white mustache hiding the top half of his mouth. His skin was pale his hair was white and long except for the bald spot on the top of his head.

"Of course it will. The design, the components, its all perfect. Now please, be quiet." He said in a withered voice.

"But what about the bug?"

"He will be taken care of soon enough. Now, take your payment and leave. I'll call you when your modifications are ready and the other client is prepared." He said. Shocker nodded, looking back when he heard someone coming up to him. It was a young woman, her hair black and her eyes a dark blue. She wore a trench coat, her hands in her pockets.

"Shocker, I presume." She said, her voice smooth and seductive. Shocker nodded, looking at her and the old man who was working again. The woman struck out a hand from her pockets to Shocker.

"Names Raven Simmons." She said, a dark smile on her face. The old man looked at her, smiling as well.

'Ah, welcome my dear. Mr. Shultz, say hello to one of the newest Spider Slayers."


	2. Chapter 2

Peter was sprawled out on his couch, his face buried into a blanket he had balled up to be a pillow. The bottom half of his costume was still on while everything else was flung across the room, with his gloves on the floor and his mask slumped over a lamp shade. A few bruises were visible on his back, some from Shocker and a few from last night. His deep breathing could have been mistaken for snoring.

The television was still turned on from when he had came home and watched it. He had fell asleep waiting to see if anything would come up about Shocker or anything that might be a lead into what he was up too. Unfortunately for Peter, nothing came on about Shocker. But something interesting did come up on just as Mary-Jane walked into the living room. She was in her usual morning attire that was composed of her nearly see-through nightgown that was covered by her green robe. She stretched her arms out as she let out a big yawn before she looked down at the couch to see her husband lying there.

Mary-Jane shook her head as she softly moved stray pieces of Peters' hair. She hated it when he was this exhausted from going out on patrol. She wished he wouldn't do it so often, then maybe she could have her husband embrace her in his arms as they drift to sleep like they used too. Her eyes diverted to the television when she realized it was actually on. She grabbed the remote and turned it up so she could actually hear it.

The morning news was on, recapping anything that happened last night and right now. It seemed Peter had foiled a robbery attempt by some thugs and took down the Rhino too while he was on a rampage about something. It was things like this that made it almost worth it for Peter to go out on patrol. He kept people safe, and that meant more to her then anything. Peter soon stirred about on the couch.

He turned about so that he was now lying on his back, his arm over his forehead. His eyes slowly opened up to the bright light of the morning and his beautiful wife smiling down at him. He smiled back.

"Good morning." He said to her in a quiet voice. He was still very tired. Mary-Jane crouched down and kissed him on the cheek.

"Good work last night, hun." She whispered. Peter began to sit upright as he groaned. His bruises were starting to get to him now, and in the morning of all times. He cracked his neck before turning back to Mary-Jane. She sat down beside him and rested her head on his shoulder as she watched the news.

"Anything on Shocker?" She asked.

"Nope. Not a thing. It's as if yesterday didn't happen." Peter replied.

"Is there anything suspicious going on that he might be involved in?"

"That's what I was thinking too, remember? So I'm gonna go around and visit some people who would know if anything is going down." Peter said. With that he started getting up off the couch. His costume was scattered everywhere, and daylight was burning.

Mary-Jane grabbed Peter by the arm and pulled him back onto the couch. Taken by surprise, Peter fell back next to her instantly. He looked at her, curious as to what she wanted.

"Now hold up, tiger. You need a break." Mary-Jane told Peter. Peter gave her a look.

"MJ, I gotta find out what Shocker's planning. I need to get out-"

"Peter, you're exhausted. You look like the walking dead, your almost completely covered in bruises, and you make it worse you smell like something I can't even mention. Your going to stay here and relax." She told him sternly.

"How can I relax?" Peter asked. At that moment, Mary-Jane wrapped her arms around Peters' neck and began to fall back onto the couch, bringing Peter down with her. She had a Cheshire cat smile on her face and a mischievous look in her eyes.

"Oh, I have my ways, baby. Your not the only on in this family with powers." She giggled. As she and Peter embraced lovingly on the couch they ignored the ringing of the phone. It continued for 7 seconds until it went to a message, neither of them hearing it.

****

The doctor was hunched over his working table, a pair of goggles over the eyes on his wrinkled face. Small sparks flew up all around as he worked tediously on whatever was on the table. A few feet away from him was Ravens coat, slumped over a crate along with all her clothes. Crashing noises echoed all over the warehouse while the doctor worked. Suddenly one of the dangling lights in the warehouse fell and broke into tons of little pieces.

The doctor stopped working for a second to look up a the broken light, a scowl easily seen on his face. Next he looked up, shaking his head as he was still scowling.

"Raven, I will remind you that my work here is at a critical stage. I said you could stretch your limbs, not break the lights in the place." The doctor said. Something from the ceiling jumped down in front of the work table, the light barely touching it. As it stepped closer to the doctor it became clear that it was Raven.

But there was something inhuman about her. She was completely naked, but there was no skin. Her body, her entire body, was robotic. A gray, silver-ish body sculpted to look like a a woman, with talons on her feet and claws on the tips of her fingers. On her back were 3 pairs of spider-like legs, each one with a blade on the tip like a harpoon.

The doctor shook his head and continued with his work as Raven strutted up to the table. She slipped her hair back out of her eye while her 6 other legs retracted into her back. She looked down at the table, sparks flying once more. On the table was a pair of gauntlets and tubes running up to a pack. Raven smirked at it.

"Still working on making Shocker your goon, huh?" She asked sarcastically. The doctor ignored her as he continued his work. She looked at the other end of the table, seeing a nearly finished torso of sorts.

"And what's that there? A new model?" She asked, her eyes darting back to the doctor.

"Just a precaution." The doctor answered. Raven's eyes narrowed a bit as a bit of anger spread across her face.

"Precaution? Precaution for what, huh?"

"In case something happens. You never can tell with the Spider." he said. Ravens reaction was not a pretty one. She slammed a fist into the table, leaving an indent. She was the perfect Slayer, and yet he was planning to make another one? She was outraged.

"I am every bit as strong as the last Spider-Slayer, even more so then Alistair Smythe! Yet here you are, planning on making another one! " She yelled.

"Alistair turned himself into a Slayer, and he was unable to beat him. You may be a more perfect model of what he was, but there might be a chance that you'll fail. If that happens, I need a newer model to transplant you in." The doctor said, looking at Raven through his goggles.

Suddenly there was a small ringing coming from the doctors' coat pocket. He reached inside and pulled out a small timer. Looking at the time on it, the doctor quickly put the timer away and went straight abck to wrok on the gauntlets.

"Go back to your training. It's nearly time for Mr. Shultz and you to go out. He'll be here within the hour to get his things. The only thing not finished are his gauntlets, which need only a few more adjustments."

****

"Now Tony, buddy ol' pal, I need you to tell me everything you know that Shocker might be involved in." Spider-man asked politely. In front of him was a scrawny, dirty-looking man. He was glaring at Spider-man, who was upside, or so it seemed. As it turned out, Tony was the one who was upside down. He was incased in a web coat, hanging literally by a thread of webbing that was attached to a fire escape in an alley.

"I don't know nothing', ya freak. Now lemme go." Tony answered in a gruff tone. Spider-man shook his head and gave him a bit of a push, making him swing back and forth. Tony was moaning and groaning the entire time until Spider-man stopped him, his hand on Tony's head.

"C'mon Tony, you expect me to believe that? You're one of the biggest information hounds in the underworld, and a former goon for Shocker. Your now going to decide not to talk?" Spider-man asked. Tony kept himself quiet.

Hanging his head and sighing, Spider-man gave Tony another push, this time hard enough so that his head hit the wall behind him. After awhile Tony finally spoke.

"Alright I'll talk, just stop swingin' me around, will ya! My head hurts and I'm getting' nauseous!" He yelled. Stopping him, Spider-Man leaned in close and waited for Tony to give him the information he needed.

"Word it Herman was hired by some doctor or somethin' to steal some stuff for him. I don't know what it was or what it's for, but I gotta feelin' it's something' big." Spider-man leaned back a bit, thinking things over. It did make some sense, seeing as how being on a tight schedule would hinder a job-first man like Shocker from taking him out. Only one thing was left for him to find out.

"Alright Tony, you said the guy that hired him was a doctor right? What kind of doctor goes around hiring low-level villains like Shocker for supplies?" He asked. Tony shook his head.

'Beats me. All I know is that he was supposed to meet someone today for an upgrade to that quilt he calls a costume."

"Who and where, Tony? Stop leaving out the details." Spider-man said impatiently.

"Some chick, named after a bird I think. He's meetin' her at this old apartment building that used to be used for some other costumed nuts equipment. There was another place like that, but it was broken into and robbed from yesterday." Tony answered. Spider-man scratched his head, thinking again.

Was Tony lying to him, or was this all true. Shocker was the type to get help form a woman, or anyone for that matter. And the meeting place sounded familiar too. _Old apartment? A bunch of equipment belong to another costumed nu--. _Spider-man stopped thinking as his eyes widened and a sense of dread completely filled him. He needed to hurry.

Spider-man quickly turned to the wall behind him and leapt onto it. As soon as he was stuck to ithe began to rapidly crawl up the wall, knowing full well what might be going on if he was right. Tony, however, was frantically yelling up at him.

"HEY, LET ME LOOSE YA WALL-CRAWLIN' FREAK!_"_

"Don't worry Tony, the webbing dissolves after an hour, so you got another 45 minutes left!' Spider-man shouted back. Normally he would have asked a nearby police officer to take care of him, but he had no time. This was big. Without him even realizing it he was already leaping from rooftop to rooftop.

_****_

Raven stood in the doorway of an apartment room, dusty and in desperate need of a make-over. She was waiting for Shocker, who was changing into his new costume that the doctor made for him. His old costume laid on the floor, even his gauntlets. But Raven was in another place. Her mind, though mostly cybernetic now, was racing with thoughts of what the doctor would do if she was destroyed.

He had told her that he would transplant her brains into another body, more powerful then the one she was in now. But that was impossible, she was already perfect. There was no need for an upgrade or even a second Slayer. He was planning to make another one with or without her. She would show him, she would not fail like Alistair and all the others before her.

Her attention turned back to sound of heavy footsteps walking up to her.

"Alright, lets do this." Shocker said. Instead of his normal yellow and maroon costume, he was now clad in a crimson body-armor. His gauntlets were now a large pair of metal hands, each finger clawed and lethal. On his back was a power pack with tubes going out and connecting to the gloves and the back of his head, which has a visor in place of his eye holes on it.

Raven nodded as she took off her trench coat, her metal hidden under a black latex suit. Shocker aimed his new hand at the window, a bright light emitting form it as the pack on his back began to suck in as much air as it could and sent it to the gloves. Suddenly a large blast shot out and blew up not only the window but the entire wall to the room, not a opening to the outside.

'Lets go squash us a bug." Shocker said.


	3. Chapter 3

Now swinging over the city, Spider-man frantically looked around at everything for anything suspicious. Only one 'costumed nut' that he knew of had hidden places for all his supplies: the Green Goblin. But Osborn wasn't out and about. If he was Peter would have known about it, seeing as how Norman had a penchant for trying to ruin his life in anyway possible. Whoever Shocker was working for must be working for the Goblin, and he was going to find out why.

As he swung, Spider-man began to feeling a tingling sensation fill his head and run. His spider-sense was warning him of something, but what? Before he could even think he heard something explode. Something big. He turned his head to the south, where the explosion had come from.

Just as he though, a cloud of dust was up in the air. Guess I don't need to look for Norman's hideout anymore he thought. Quickly letting go of the web strand he was holding onto, Spider-man shot another and began to swing towards the explosion. Whoever was there, be it Shocker or even possible Green Goblin, Spider-man was going to stop them. If it was Shocker, he might still have e one hell of a fight on his hands if he was using Goblins' weaponry.

The city below him changed as he swung through. The clear, well-adjusted business buildings quickly became rundown shacks and apartment complexes. This was where a lot of the gangs and thugs he took down on a daily bases were usually stationed, if not by the orders of there mob bosses then to prey on the unsuspecting people who were unfortunate to walk past them. _Note to Self: Pick a better neighborhood to be friendly in_. Soon Spider-man was at the scene of the explosion, not knowing who he was going to have to beat down.

He landed on roof across the street of the explosion, most of the dust settled and gone. It had come from a small little apartment complex, a huge hole blasted through the wall of one room. _Bingo. _Looking around, Spider-man jumped from the roof and swung into the room. Unlike the wall, everything was untouched minus the dust that covered most of it.

He took a step into the room, deciding it was best to investigate the entire apartment. His foot went down on something squishy, yet firm at the same time. Spider-man looked down at what he had stepped on. It was Shocker's outfit, his gauntlets laying next to him and glimmering in the sunlight that reached into the room. Stepping back, he looked back up to continue investigating.

He entered what appeared to be the bedroom, a small cot and a nightstand being the only things in it besides a closet. The cot was ruffled up a bit, indicating someone had definitely been here. The obvious place he would check first was the closet, which was opened very slightly. He slowly made his way to the closet, opening it quickly to see what laid inside. A few coats, a shit, and pants. But Spider-man knew better.

Shifting through the clothes, he touched the back wall, feeling around for a crack or anything that might let him open it. He knew there was a door in there somewhere. Why else would a large hole be in the wall? Finally touching something that seemed to be a crack, Spider-man pulled his hands back and kicked the back of the closet. As he suspected from the beginning, the wall fell split apart, another room just beyond it.

Throwing the clothes out of his way, Spider-man rushed into the new room. It was small and dimly lit, but held almost the entire Green Goblin arsenal in it. Pumpkin bombs, glider wings and engines, and even more weaponry laid around, begging to be taken. And it was, for only a few of these things were still there.

"What Shocker thinking?" Spider-man asked himself. Suddenly his spider-sense began to go off, telling him someone was behind him. Going purely on instinct and a reaction, Spider-man flipped into the air, narrowly dodging large blact of sonic and air. Once he had landed, he spun around to see who had shot at him.

"Lucky dodge, bug. But it'll be your last." Shocker said. Spider-man looked at him puzzled.

'Shocker, is that you in there? Listen, I know Iron Man is cool and all, but I don't think he wants you copying his distinct look. He could sue the quilt suit off of you if you hadn't taken it off already." Spider-man joked. But Shocker wasn't joking around. This was his shot at the big leagues, and he was going to take it.

Before Spider-man could do anything else, Shocker pointed his large gloves at him and fired another blast at him. Surprised, Spider-man was ht and sent flying clear through not only the secret room, but 3 other apartments as well, stopping finally when he hit the bathtub in someone's kitchen. Spider-man got up, stumbling around as he tried to focus on getting out of there. He could hear the screams and shouts of everyone in the rooms he had crashed through, most of them not very nice.

Soon everything was quiet when the loud footsteps of Shocker came heading towards Spider-man. Finally gaining his focus back, Spider-man shot a blast of web at Shockers' visor, hoping it would deter him a bit o allow him to leap out of the way. The plan didn't work, as Shocker continued to barrel at him until he finally made a very painful contact with him. Shocker grabbed onto Spider-man, squeezing him in his metal grip through the apartments, unable to see. The running finally stopped when Shocker ran clear through the wall of the building, almost instantly falling to the ground below.

Luckily his tight loosened as he fell, allowing Spider-man to give him a quick punch to the webbed-up visor and jump out of the way and cling to the side of the building next to the complex. With a loud thud Shocker hit the alleyway ground. Spider-man looked down, hoping to see when Shocker got up so he knew when to put him back down. The only problem was that Shockers' fall had brought up a large amount of dust, giving him a decent cover from Spider-man. Luckily is Shocker did try anything he had his spider-sense to warn him in time.

Sure enough Spider-man began to feel a tingle run up his spine and into his head, which immediately told him to jump off of the wall. Unbeknownst to him the real threat wasn't coming from down below. It was coming from up above. Raven had snuck onto the rooftops through the hole Shocker had previously made and was preparing a sneak attack. The claws on her fingers were extended as she was quickly heading down to take out her prey.

Spider-man leapt from the wall and got ready to shoot out of the alley to swing out of harms way. Still in mid-air his hand was stretched out, ready to fire the web when Raven came crashing down onto him. Taken by surprise, Spider-man wasn't able to maneuver out of the way in time. He fell to the ground in shock when he realized something: his spider-sense was still going off.

The dust vanished when Shocker fired another blast at Spider-man from his large gloves, striking the wall-crawler in the back. The air pressure was great enough that Spider-man began to feel his spine nearly crack while the sonics messed with his vision and hearing. With the whole world blurry and mute, Spider-man could do nothing as he was pushed back up into the air and into Ravens' second attack. With on swift yet deadly kick she sent him flying out of the alley and into the streets.

"Stick with the plan, Shultz! You distract him, I take him out, that's how it works!" Raven yelled to Shocker after landing in front of him. Shocker glared at her beneath his visor, the webbing tore off. If this was how he was going to be treated for his loyal services, he was going to have to reconsider betraying the old man and his little experiment. No amount of money was worth getting disrespected by a machine.

"If he's your kill, why don't you do something useful and go kill him instead of yellin' at me, how about that?" Shocker sassed back. Grunting in frustration, Raven strutted into the street. Spider-man in the middle of it, trying to get up. Now was the time to strike. Now was the time to prove she was the perfect killing machine.

Spider-man was on his hands and knees as he tried to get up off the ground. He was still pretty sore from his last encounter with Shocker, and the fact that his bones were rattling wasn't exactly good either. And besides that he also had to deal with some crazy lady in a tight black outfit trying to kill him. _Another day in the life of Spider-man _he thought. Luckily for him the world was becoming a little less fuzzy and a lot noisier by the minute.

Managing to barley stand on his legs, Spider-man saw Raven strutting up to him. She was flicking her clawed fingers together, seemingly making sparks. Behind her was Shocker, his armor now reflecting the sunlight that struck it once he was out of the dark alley. There was no way he was going to be able to handle them together.

"I don't know who you are or what you want, but I gotta only thing to ask you. Why, of all the big time supper-villains out there in the world that you could team up with, did you pick Shocker? Turning him into Robert Downey Jr.s' stunt double isn't going to make him any more of a threat."

"Mr. Shultz made a deal with us, insect. In return for helping me eliminate you, we give him a much needed upgrade." Raven said.

"You left out the part where you tell me who you are." Spider-man said. Raven smirked as she stopped and stood 2 feet from Spider-man. Both stared at the other, waiting for a move to be made. Them without so much as a flinch, Raven was speeding towards Spider-man, one clawed hand reared back and ready to strike when she was close enough.

Reacting as fast as he could, Spider-man jumped up to dodge her. Bringing his feet down as he could onto her head, he pushed himself towards Shocker. He shot a web-line from each hand at Shocker, hoping they would stick to him before he realized what was about to happen. Lucky for him Shocker was a bit slow sometimes. Once the webs stuck onto his armor he pulled on the lines as hard as he could with his sore body, giving Spider-man a greater amount of speed and forcing Shocker towards him.

"Don't worry Shocky, I'll let you join in on the fun. But first, lets get that face mask off of you, you must be sweating under that thing in this heat!" Spider-man yelled out as he got closer to Shocker. Pushing his fist forward, Spider-man watched as it made a major impact on Shockers' visor. Shards of glass went flying everywhere, followed by some blood.

Seeing an opportunity to do some more damage, Spider-man grabbed onto and sticking to the armor. He began to dig his hands into any cracks in the armor he could find, trying to tear it off. Unfortunately he was interrupted by a clawed hand grabbing his head.

"Your fight is with me, insect!" Raven yelled as she tightened her already firm on Spider-mans' head. Spider-man grabbed onto the hand and tried to pull it off. With ever little push the claws took a little more of his mask. With the attack seemingly over and with the opportunity to retaliate to great to resist , Shocker gave the wall-crawler a punch to his gut. A normal punch wouldn't been alright, but with his new gloves Shockers punch felt almost like being hit head on by the Rhino.

Spider-man lunged forward in pain after the blow, letting Raven's claws tear bits of the mask off along with a bits of flesh. Raven persisted, however, extending her claws for a farther reach.

Spider-man fell onto the ground, catching himself with only one hand while the other was covering his partially bleeding face. _This won't end well he thought. Luckily for him though that Raven was preoccupied with her partner._

"_What the hell are you doing, Shultz! I told you he's mine!" Raven yelled at Shocker, who was standing there with his hands clenched. _

"_It's hard to help you beat him if I'm not allowed to hit him, you know." Shocker said back._

"_I don't need your help! You're a second-rate villain and utterly useless if it wasn't for that armor he made you!" Those words seemed to hit Shocker a tad bit harder then Raven had intended. Even Spider-man knew something was going to happen. Pointing his hand at the ground, Shokcer let loose a small but powerful blast that sent Spider-man flying away form both him and Raven._

_Once he was out of the way he pointed both hands at Raven, glaring at her though his broken visor. He was tired of being mistreated. It was time to do thigns the right way: alone._

"_Alright, you little bitch. Lets see if you can take a better beating then the bug."_


	4. Chapter 4

"You really think you can take me on, Shultz?" Raven asked Shocker, her arms crossed. Shocker, on the other hand, was on the offense with his arms pointed at Raven while the gloves began to charge. It did seem like he stood no chance against her, seeing as he had been battered around while she remained untouched.

"Won't know until I try." Shocker replied. With that he fired at Raven, hoping to have caught her a bit off guard. He was wrong, as Raven swiftly stepped out of the blasts way before making her way to her former partner. The claws on her other hand began to expand as well while she walked.

Shocker fired more blasts in Ravens' direction, hoping to hit her at least once, though he would be disappointed very soon. With each blast that came at her she would merely jumped out of it's ay and came that much closer to Shocker. Panic began to set in for Shocker. Not thinking straight, he fired more blasts in every direction he could.

Having had enough of this, Raven ran towards Shocker. She continued to dodged the blasts before two of them got lucky and hit her in the chest and the leg. The blasts carried her back a few inches only. Her leg had been bruised while the flesh on her chest was starting to peel off, exposing her robotic body. Raven looked down at her injuries.

"That was a very big mistake, Mr. Shult-" Another blast hit Raven directly in the face before she could even finish her sentence. Shocker had gotten closer to her while she looked at her wounds, knowing that a close-range shot would do more damage.

"My name…is Shocker. Don't you…ever forget it…" He said in between breathes. Something was wrong. He was out of breathe, out of energy. He needed to end this and get out of here quick.

Not wanting to distract himself, Shocker paid more attention to Raven. She had fallen to the ground on her back. A slew of tiny sparks flew from her face while tried to get back on her feet. The flesh was still intact and only took slight damage, but her optical sensors were on the fritz. Her hearing functions had picked up ever bit of noise the sonic in the blast were making, the high frequency of it causing her seeing to switch on and off.

Finally on her feet once again, Raven glared at Shocker. He was hunched a bit, but ready for more it seemed. This was good, because Raven was planning on giving Shocker the same amount of damage he gave her, though this time it would be different. For Shocker, the damage will actually hurt.

Raven extended the claws in her other hand, ready to strip the very metal that hid what she was really after: flesh. When her optics went off again she darted towards Shocker. She was stopped suddenly, however, by a hard tug that sent her flying back onto the ground. When she looked to see what had caused her to fly back she saw only a web-line. One measly web-line that was strong enough to pull her away from her kill.

"Hey Shocky, you didn't forget about me did ya?" Spider-man's voice rang out. It was coming from above. Both Shocker and Raven looked up to see him clinging onto a wall in a pose that was reminiscent of his namesake. In his hand was the single web-line that pulled back Raven. Her face contorted with anger when she saw it.

"How did you avoid being seen, insect?" She asked with gritted teeth.

"I've been hiding in the alley watching you two duke it out. That, and you bring up a lot of dust when you're knocked down on the ground, which luckily happened very often so I could get on the wall without being seen."

"You just don't know when to stay down, do ya? At least I get to take both of you out with one blow." Shocker said. He pointed both his arms at them, one at Raven and the other at Spider-man. The gloves began t to vibrate this time before glowing like they usually did. The pack was venting more often, creating an almost continuous stream of steam that enveloped the area

Spider-man looked down at Raven, who wasn't paying attention. He was about to web her to the ground so she didn't attack him while he took out Shocker. That is, until he saw the robotic parts of her. His eyes widened a bit as this was a surprise to him. But he didn't have time to think, he only had time to act.

And act he did. In on quick, almost rehearsed maneuver, Spider-man shot blasts of web onto Ravens' hands and legs that stuck to both her and the ground while he leapt from he wall towards Shocker. Raven was taken by surprise by this, yelling a few unmentionable words at Spider-man after it happened. Shocker, on the other hand, was used to this kinda of quick-thinking from the wall-crawler.

Spider-man landed in a crouched position right in front of Shocker, looking up at him through his large bug eyes on his mask. His gloves were pointed now at the ground, ready to fire at any moment.

"Now now, you shouldn't point those things at people. You might hurt someone." Spider-man said as he shot blasts of webbing at the gloves as well. The webbing covered and smothered the gloves, causing there vibrations to get worse. Angry, Shocker began to swipe his webbed gloves at Spider-man.

Spider-man simply dodged them with flips and turns that would make an professional acrobat look twice. Once he saw a break in the swiping, Spider-man went in for a few hits of his own. Each punch he landed sent Shocker further and further back. Once he was done pummeling him, he flipped behind Shocker and webbed up the vents on his pack. Shocker retorted by catching Spider-man off guard and knocking him back into a wall with a spin attack.

But Spider-man would have the last laugh. The vibrations in the gloves had spread throughout the armor Shocker had on, shaking him uncontrollably. With his vents blocked off from letting out the heat in the armor, it was starting to get a little toasty for Shocker. He begant o sway back and forth in a almost drunken way. Shocker fell onto his knees as he continued to shake more and more violently.

Suddenly, without warning, the pack exploded in a burst of sonic and steam. Spider-man, now on the ground leaned up against the wall he was smacked into, was covering his ears as the built-up steam covered him. Within a matter of seconds the thick steam hid everyone from sight.

Shocker was having a hard time getting up after the pack exploded. The armor wasn't responding at all and his visor seemed to he shut off as well. He was stuck in place surrounded by a nuisance and a cybernetic killing-machine. The only things he could see were through the small cracks on the visor.

"Well, this couldn't be any easier." Raven's voice cooed. A sensation of fear went up Shockers' spine when he heard her voice. Through the cracks he could see Raven's legs as she stood in front of him, shreds of webbing still sticking to her. She looked down at Shocker, her claws retracted.

"I almost missed my chance to swipe that head of your off when the insect glued me down with this disgusting webbing of his. But luckily for me I'm designed to secrete an acidic residue a minute after it makes contact with me." Raven explained as strands began to fall slowly to the ground.

Raven lifted her hand to Shocker's head and extended her index finger to a crack on his visor, softly touching it.

"And how even more lucky that he even took out your power pack. Without it the armor he made you is nothing more then a body-weight. Now, since I know you can see my finger through the crack it's on, watch very closely as I run it through for betraying me." Raven said.

Before her claw could extended the visuals went off again, but something was different. It didn't seem to come back on as instantly as it did all the other times. A voice in her head began to echo ' Optic Systems Down'. Raven growled silently as she took her fionger off of Shockers' visor and backed away.

She was going to have to get repairs, and she hated that. It was another way of showing the doctor that she was imperfect. That he needed a newer model. But she didn't need her sight to finish off Shocker or Spider-man. She had her built in radar that would alert her when she was close to them or when they were coming towards her.

Interestingly enough, the radar began to go off., Raven knew what it meant, seeing as how Shocker as immobile. Reacting in time, she dodged a kick from Spider-man, who was also fighting blind it seemed. But his spider-sense would tell him where she was. He had the advantage.

"It seems you recovered from the blast of sonics. But you and your play-mate are beginning to bore me." Raven mocked.

"I heard you talking. And I can see the robotic parts. What are you?' Spider-man asked, standing only a foot away from her. Raven smirked as she extended her claws once more and went in for another round of swipes. Dodge after dodge, swipe after swipe it seemed that Spider-man was starting to slow down. But Ravens' swipes weren't even slowing down on little bit.

_Getting tired, I gotta end this quickly. But how can I when she's not even wearing down? _Spider-man thought. Just then everything stopped. Spider-man stood motionless while Raven did the same, smiling at him with her wicked eyes glaring at him. Spider-man looked down. Two of her claws had gone through into his chest.

Blood ran like a river from her claws. Spider-man began to gasp for air as Raven slowly pulled the claws out fomr his chest, the blood running faster.

"Hmm, that was a lucky shot, I'd say. Didn't know I was that precise even without my visuals." Raven said. Spider-man's eyes widened under his mask. _She did this…without even seeing me?_ He tired to look up at her, but she countered this by giving him a quick kick in his stomach, knocking him down on his knees as he held onto his bleeding puncture wounds and his gut.

"Don't worry, I didn't hit anything vital. I My life-monitor systems tell me you'll live, at least long enough for me to end you in a much more deserving way. Now if you excuse me I needed to get repairs and I think I hear the police sirens. Better get out of here quick."

As she turned to leave Spider-man grabbed his ankle, his grip tight.

"Wh-who are you?" He asked. Raven didn't even look back at him.

"I am Raven, and I am a Slayer." She simply said. She shook off his grip and leapt up onto the rooftops, leaving the area. Spider-man looked around slowly, seeing if there was a way he could get out of there.

The steam was still around them but it was dissipating. He could make out the apartment complex that he was shot and thrown through. Extended a limp hand at the building he shot a webline. When it stuck he slowly stood to his feet, through he kept wobbling about. Tugging onto the web he was sent into the air and onto the roof.

Once on the roof Spider-man collapsed onto his knees again, the wounds still bleeding. He had lost a lot of blood and was starting to get very dizzy. _Gotta…cover the wound before….I..pass…out he thought as the wooziness began to set in. Shooting a patch of webbing onto the puncture wounds, Spider-man tried to stand once again. He fell promptly down, unconscious before he even hit the floor of the rooftop._


	5. Chapter 5

"Stupid stupid girl." The doctor said. He was hunched over his operating table again as more sparks flew around. Raven laid on the table, her synthetic flesh removed from her torso and her robotic body opened so the doctor could get at her wiring and other operating systems. She was staring up at the warehouse ceiling while the doctor berated her.

"You completely disobeyed your orders. You weren't supposed to fight the spider yet, only give Herman his new suit. But instead you went ahead and not only tried to kill Herman, but you also might've killed the spider before it was planned!" The doctor shouted. Raven rolled her eyes.

"Shultz was a pain anyway, giving his equipment an upgrade just made him a bigger one. And the spider won't die, I missed his heart when I stabbed him." Raven told the doctor. As he worked on her, she glanced around the work area. Her eyes rested immediately on the torso of robot she saw earlier. But this one was more built and ready to be covered in synthetic-flesh. She turned back to the doctor, her face scrunched up in anger.

The doctor was almost done fixing her when he saw the claws on her right hand begin to extend. He knew what she was planning on doing. She didn't believe him about not building a newer model. Then again, he did a poor job of hiding the torso of the model before her. Hurriedly he finished rewiring Raven and backed away from the table a bit.

Retracting her claws, Raven sat up and glared at the doctor. The glitches in her visual system was good as new as well as her targeting systems. She pointed a finger at the torso.

"For your sake, that better not be what I think it is. Cause if I find another slayer here waiting to go out, I swear I'll gut you as slow as possible." She threatened. Raven hopped off the table and stretched for a moment, as if she forgot threatening her creators life. The doctor, however, was unfazed by the threat and went on to give Raven her new orders.

"If you're done trying to kill me, listen carefully. Spider-man has been wounded, and thus will need time to heal himself. That is when we will strike him. You'll deal him the death blow that he has deserved for years." The doctor said.

"And how do you suppose we do that, hmm? If he is wounded he won't be out and about anytime soon." Raven said as she continued to stretch.

"Oh, he will. I took the blood you had on your claws and examined the DNA. All it will take now is some matching and I'll know the spiders' true identity." The doctor said. Raven stopped stretching and smiled at the doctor.

"And then we force him to show up, or we kill everyone he knows?" Raven guessed. The doctor simply replied with a demented smile. Raven was very pleased to hear this. She would finally realize her greatest desire, mask or no mask.

Peter laid on his couch, wearing nothing but the bottom half of his Spider-man costume. His chest was wrapped up as tight as it could without stopping him from breathing. Already a majority of it was soaked red with his blood. Mary-Jane was on the phone, calling anyone who could fill for patrol while Peter rested. He wasn't very happy about this.

"Uh-huh. Alright, thanks again Matt." Mary-Jane said before hanging up the phone. She walked back to Peters' side, wiping away sweat from his face.

"Pete, I just got off the phone with Matt Murdock. He said if he's not busy with his own patrol he'll cover yours for a couple of nights." She told Peter. Peter groaned in protest.

"I'm fine, MJ." Peter said in a low voice.

"Fine? Peter, you have a hole in your chest that just now stopped bleeding after you got it 5 hours ago! You're not going out on patrol until you are completely healed!" Mary-Jane shouted. Peter looked at her and gave her a cocky smile.

"You are so cute when you're angry." He said jokingly. Mary-Jane scowled at him while he sat up on the couch. He stopped mid way and fell back down on the couch, wincing in pain.

"See? Never better." He said. Throwing her hands up, Mary-Jane stormed out of the room and left Peter alone to stop pretending to be fine. He had already been aching form head to toe after his previous fight with Shocker. But now he had more bruises from him and a hole in him from a girl.

_But it wasn't a girl _he thought. _It was one of them. Another one of those god awful Spider-Slayers. But who would start them up again? It couldn't be Alistair Smythe, no ones seen him for awhile, and Spencer is dead _

_Could Jonah be behind all this again? He was the one who funded and supported Spencer when he started building those robots, maybe he's supporting the new guy that's making them _he thought. Peter pondered this for a bit It seemed unlikely that J. Jonah Jameson would help make new things to end Spider-man without bragging about it to the entire city.

And then Peter remembered the apartment. The secret room filled with Norman Osborns' Green Goblin supplies. He remembered seeing everything in there: the serums, the costumes, the gliders, the pumpkin bombs. That's it! Some of the gliders and bombs were dismantled. Like someone was stealing there parts.

It made perfect sense to Peter. Normans' glider technology was very sophisticated. You could make practically anything out of it. _Like a new Spider-Slayer _he thought. But who was stealing parts from Osborns' gliders? No one at his work knew of his storage units, and Norman always hid his notes carefully.

"Peter, phone for you." Mary-Jane said as she walked into the room and handed him the phone. Peter took it from her and answered.

"Hello, who is this?" He asked. A cackle came over the phone.

"Mr. Parker, or should I Spider-man? Which do you prefer?" A male raspy voice said through the phone. Peter kept a straight face and looked over at Mary-Jane.

"It's kinda private, hun." He said. Rolling her eyes she left, allowing Peter to start panicing. Who knew his secret THIS time?

"Who is this?" He asked.

"You. Or at least your corpse, anyway."

"Listen, either you tell me who you are or I'll find you myself and beat every bit of information out of-"

"Now now, I don't think you're in the position to make threats, Mr. Parker. You failed to beat my Slayer the first time you encountered her, I don't think you'll survive the next round if she gives you another hole." The voice said. Peter froze for a good minute and a half before talking again.

"That things…is-"

"Yes, it's mine. And if you don't want me to find out every family member and friend you have and have them slaughtered, you'll do as I say." The voice threatened.

"What do you want?"

"Meet Raven at Warehouse 41 by the docks in 2 hours." The voice demanded.

"You expect me to go out with a wound the size of a baseball in my chest?" Peter asked. Laughter was the reply he got.

'Oh Mr. Parker, you do share the same humor as your masked counter-part. You have no choice in this matter. Either you come done here now or in the next 2 hours, or…well, I believe you know the rest." The voice said. They hung up. Peter dropped the phone before turning his head to make sure Mary-Jane wasn't coming.

Quickly he leapt off the couch and grabbed the rest of his costume. He winced every second he moved, but he ignored the pain that shot through him and got ready. No way was he going to let some lunatic that had made a death-machine just for him go after Mary-Jane and Aunt May. He grabbed his web shoots and hurriedly snapped them onto his wrist. His mask was the last thing he put on when Mary-Jane walked into the room.

Peter turned back when he heard her gasp, cringing as he knew what she was going to do. Acting fast he opened the closest window and got ready to shoot a web-line. Mary-Jane was quicker though, having years of practice.

"Oh no you don't! You're not going anywhere until you are healed, got it?" Mary-Jane shouted. Peter hung his head and shot the web-line. He looked back at her, his mask hiding the sorrow in his eyes.

"This is urgent, MJ. If I don't go…" He stopped. Mary-Jane seemed to calm down a bit.

"What will happen, Peter? Who was that on the phone, is something going on? Are we in trouble?" She asked. Peer shook his head.

"No, we aren't." He said. He lifted his head and looked out into the city.

"But if I don't do something, you will." And with that he swung out of the apartment and into the open. More pain shot through him, but he didn't care anymore. _Hopefully MJ will understand he thought. Whoever was threatening him and her were about to learn an important lesson the hard way. Never threaten his family._


	6. Chapter 6

Spider-man swung through the city faster then he ever had before. His muscles were tensing up with pain as he moved through the air. The city seemed like a blur to him now as he got closer and closer to the docks. _C'mon, c'mon. Gotta hurry and settle this before something bad-_

"Help us! Somebody, please, help us!' someone shouted. _Worse possible timing _Spider-man thought. Diverting form his destination he turned his waist slightly so that he could shoot a web-line in the direction of the cries for help.

He swung low into the city as he located the source of the cries. He found them, or course, in an alley way. A girl had been cornered by a few wannabe thugs. He knew them, of course, since he had put them away so many times. _This won't take too long. I'll web them down, beat them up, and then get to the docks_.

Just as Spider-man was about to leap upon them he noticed something out of the corner of his eye. A red flash zoomed past him and went straight to the thugs. Were is any other day Spider-man would feel a bit betrayed thata fellow costumed crime-fighter fought his battle for him. But he needed to get to the docks quickly, so he let them have their moment and went back to the task at hand.

Down in the alley, the thugs laid on the ground. Their moans and groans of pain did not effect the one who had beaten them around. His costume was a dark shade of red, with white eyes peering out through the horned cowl. A bo staff-like weapon was held in his hand as he looked at the girl the had just saved.

"Thank you, Daredevil! Thank you so much!" She cried out as she hugged the hero. Quickly she fled the alley, leaving Daredevil to look up into the sky in the direction Spidey left in. _I offer to take up your patrol, and you go out anyway. Peter, you're and idiot._

Back in the swing again, Spider-man quickly gained back the momentum he had before he deterred away form his destination. Already he was starting to see the docks up ahead. The warehouses weren't the far off form that. Whoever was doing this, whoever was threatening his family, was about to get a serious wake-up call.

The doctor sat at his table, fiddling with spare pieces of metal and wire he had. His patience was starting to run thin. Not from waiting for the wall-crawler to appear, but with Ravens' lack of restraint. She ahd begun training again to be ready or the incoming kill and already she had made of mess of everything. Crates were sliced in half, the windows here either cracked of broken, and she had caused two more flood lights to crash to the ground. But still she clambered on with her destructive training.

Suddenly he heard something. A thud on the roof. It wasn't Raven, she would have gone through the roof. A smile came across the doctors' face. He was finally here. Looking up at the roof he nearly busted out into song when crashing through one of the few windows came Spider-man. Landing gracefully on the ground in a crouched position, he stood up straight and looked at the doctor.

The hate and anger in Spider-mans' eyes was seen clearly through his mask. His fists were clenched, his knees locked, and his very presence sent a twitch of fear down the doctors' spine.

"I take it you're the one who called me?" Spider-man asked. The doctor graciously lifted his arms and smiled more.

"You are correct, dear boy."

"The one who threatened to kill my wife, my Aunt, and everyone I know? The one who recreated one of the biggest mistakes in the history of robotics?" He asked.

"That would be me." The doctor said. He took a slight bow and introduced himself.

"I am Dr. Gregori, former mechanical expert and leader of the robotics division at OsCorp." The doctor said. Spider-man was unsurprised.

"So Osborn was behind this somehow."

"Please, don't flatter the man. Once his identity as the Goblin was exposed it was only a matter of time before myself or someone else found his hideouts." Dr. Gregori said. He walked around the table to Spider-man, his arms behind his back.

"So you found his hideouts and raided them to take the parts form his gliders, bombs, and anything else he had in there. But why use them to make a Spider Slayer? What have I ever done to you?" Spider-man asked. Dr. Gregori stopped moving and looked up. Spider-man did the same,

Crashing down onto him with her foot was Raven. Caught unaware, Spider-man couldn't react in time to move out of the way of her, or of her follow up kick to his side. The kick was strong enough to send him flying into a crate, bursting it open and sending shards of wood everywhere. Spider-man laid there in the debris as Raven swiftly came at him, her claws once again extended. This time he responded in time and flipped out of the way.

Raven stabbed her claws into the floor and looked up at the wall-crawler as he was in mid-air. He landed on a crate just behind the one he had crashed into and looked back at Raven.

"Well, I see you got fixed. Did he add in a few upgrades, like Windows XP or maybe some apps from the iPhone? Ooh, do you get face book, cause I have to check out Farmville." Spider-man joked.

"I see your sense of humor came back to you. Good, I want you to enjoy the last few minutes of life you have…" Raven replied before leaping at Spider-man. She drew her clawed hand back, ready to swipe at him.

"…Before I cut you to ribbon!" She yelled. Spider-man tried ducking out of the way but was caught by two of her claws. The cuts were close to the hole in his chest, sending a bit more pain through him. _Got to push through the pain, Peter. Don't give her the satisfaction of wounding you twice. _Taking advantage of the fact that Raven was still close enough to hit, Spider-man spun around and shot a few web-balls at her.

These did little good. Raven merely sliced them as they came at her, letting the web-balls fall to the ground cut in half. She smirked as she threw herself at Spider-man once more, swiping at him furiously. Quickly Spider-man jumped back from each swipe only to have to jump back again from another one.

He was being pushed back into a corner and he knew it. Soon there would be nowhere else for him to go. _Nowhere to go…but up _Spider-man though. Aiming his hand just right, he shot a blast of webbing at Raven's face, covering her eyes. For a moment she paused and laughed.

"You really think this is going to stop me? I can easily cut through your pathetic web and get right back to killing you." Raven said as she laughed.

"Yeah, but here's the thing. I plan on getting a few hits in before we get back to me running away." Spider-man said, giving Raven a swift blow to her abdomen. Lunging forward, Raven was given to time to recuperate as Spider-man gave her a swift uppercut, sending her flying backwards.

"As a wise man once said, 'GET OVER HERE!' " Spider-man shouted. He shot a web-line that stuck to Raven, allowing him to pull her back to him. However he didn't give her another punch, instead he let the web-line go and shot another one onto the roof and pulled himself to it. Raven , expecting another punch or a kick, was instead met with her face slamming into the wall.

Dangling from the roof, Spider-man looked down at his enemy stumble around. He could laugh if he wanted, but he needed to be quiet so she didn't find him. He needed to gather some of his strength back as well as come up with a plan. Going at Raven head to head was only exhausting him and leaving room for him to make a bad move that could end it all. If he was going to take her down, he was going to need something to get her really infuriated.

Spider-man looked around the warehouse, hoping that maybe there was something inside it that would help him. Anything would suffice at this point. His eyes skimmed over the work table and stopped when they hit something very interesting. _That just might do it he thought to himself. Knowing exactly what to do, Spider-man dropped from the roof to get right back into the fray._

_Getting irritated with every second, Raven tore the webbing off her eyes and waited till her systems adjusted themselves to the lighting and scenery of the warehouse. Just as she did her prey dropped down onto a crate, crouched down in his usual position. _

"_Pissing me off isn't wise." She said in a low voice. Spider-man shrugged._

"_A lot of the things I do aren't wise. Agreeing to come to a warehouse with two Spider-Slayers is one of them." He said. Raven shot him a look after he mention there being two Slayers. She pointed a claw at him._

"_Choose your next words carefully, insect." Raven threatened. _

"_What? All I did was mention how I'm going to die at the hands of two robots." He said. Almost immediately after he spoke Raven came flying at him, bringing her clawed hand down at him. Spider-man jumped out of the way just in time to his her hand crash into the crate, busting it apart. Taking advantage of the moment, Spider-man swung his foot into Ravens' face, knocking her back to the ground hard._

_Spider-man landed on the ground and immediately pushed off it again. Flipping back onto the side of a large crate, he looked down at Raven as she stood up. A dent replaced her left cheek now._

"_Let me tell you something about you Spider-Slayers. No matter how advanced you are, no matter what kind of tricks you can do, it doesn't matter. You're always going to be made obsolete the minute you fail. Right now your creator is over there with the entire skeleton of another Slayer, waiting to add some synthetic flesh and a few new toys ." Spider-man told Raven._

_Ravens' face scrunched up with anger as she let the words ring in her ear. She couldn't tell if he was lying or not. But for a second it seemed to make sense. The doctor had been working on a torso tfor some time. Maybe he did have a complete skeletal structure ready for completion…_

"_No!" She yelled out. She held her hand out towards Spider-man, her eyes filled to the brim with the intent to kill him. One second her hand was there, the next second the synthetic flesh was melted off as he hand converted itself into a mini cannon of sorts. _

"_There is no other slayer, there is only me! I am the perfect killer!" She screamed out. Spider-man watched as the rest of her synthetic flesh began to melt off her body. What stood in Ravens place was now a metal skeleton with robotic parts as its muscle structure._

_Her red eyes glowed bright as they targeted Spider-man, the cannon still aimed at him. _

"_I am perfect!" She screamed as she fired the cannon._


	7. Chapter 7

At the moment the cannon fired, the world slowed down almost to a halt for Spider-man. The steam that came from what was left of the melting synthetic flesh seemed to just hang in the air, while the blast from the cannon sluggishly came at Spider-man. The orangish-yellow blast of energy seemed to be emitting its own heat as he could feel it from the crate. A feeling of being rushed swept over Spider-man as observed the world as it was now. This was his spider-sense, going into overdrive.

Knowing this wouldn't last long, Spider-man jumped off his crate and web-zipped behind Raven. As he did time gradually sped up back to normal. But he was met with a surprise that not even his spider-sense could help him avoid. The surprise of a blow to the side of his head that sent him flying clear across the warehouse and slamming him into the wall. The impact dented the wall and left Spider-man with the feeling like he had been hit with a train.

"Ahh…my head." He groaned while he held his head.

"Did someone catch the number of that Gamma created brute?" He asked in a daze, remembering he hadn't felt a punch that bad since the Hulk. The world was spinning now instead of stopping. He didn't like it one bit. Walking back to the battle, he tried to keep himself steady.

The blast from the cannon hit the crate and the two other crates behind it. But not the target she had hoped for. She had saw him web himself behind her, moving almost as fast as she does. Turning behind her, Raven aimed her cannon at the wall-crawler. But he wasn't there.

Standing in his place was Dr. Gregori. His white lab coat and his shirt were gone, showing his frail and withered body. But instead of being hunched over , like always, he was standing straight. Around his torso was a metal rib cage-like device, connected to a spine that straighten him out. Along his arms were tubes that were either connected to his back or to a pair of gauntlets.

Looking over at Raven, Gregori put his hand up as if to usher her to put her cannon down. She did not put it down. She did not turn it off. She simply glared at her creator as if he had just smacked her in the face with the truth.

"Raven, please. Put that thing away." Dr. Gregori asked. Raven first reply by simply staring at him menacingly with her red eyes.

"What is all that?" She asked back. Dr. Gregori smiled at her.

"My dear, I've merely saved myself form frailty. Don't worry." He told her. Raven, of course didn't believe him on little bit. Her cold, red, robotic eyes hadn't taken themselves off the doctor until she heard a familiar grunt of pain. Glancing over, she could see Spider-man leaning up against a crate and holding his head still.

Dr. Gregoris' face dropped when he saw the wall-crawler still alive and in front of him. As his face dropped Spider-man looked the doctor over with surprise at what he had done to himself.

"Went for the Alistair Symthe look, huh, doc? It didn't really work for him, but you somehow manage to pull it off rather well." Spider-man said in a mocking tone. Dr. Gregori rolled his gray eyes before resting them on Raven once more, her cannon still charging and aimed at him.

"Raven, please. I built you to kill him, not to turn on me. Now point that cannon at him and finish him off. His spider-sense cannot save him with time." Dr, Gregori said.

The gears in her head literally turning, Raven kept her aim on Gregori while her eyes went to Spider-man. There red glow bathed him as she contemplated the order given to her. She had been built to be the perfect killing machine, devoid of emotion. But here was her creator with enhancements that made him look almost like a…

"You were wrong, incest." She said coldly. The glow from her cannon grew brighter as she spoke. Expecting to be fired upon again, Spider-man got ready to leap out of the way. But before he could ponder where to jump to next he heard the 'snkkt' of claws and the gasp of Gregori.

"Raven, what are you doing?" the doctor asked. His voice was filled with trembling fear as Ravens' claws were nearly and inch way from his face. Her eyes darted at the doctor as she edged closer and closer to him, trapping him between her and a crate.

"You were wrong in thinking he was creating a new model. You were wrong that I'd be made obsolete. All he has done is turn his tired, wrinkled, and fatigued body into a science project. I am still the perfect killing machine, I am the very peak of robotic design. I am a Spider- Slaye-"

Acting with frown on his face, Dr. Gregori stopped Ravens' speech in it's tracks by grabbing her claws with his gauntlets and applying pressure. The more he squeezed, the wider Raven's red eyes got. The claws reached there breaking point, and shards went all over the ground as Gregori snapped the claws in half like they were toothpicks.

Falling to the ground on her knees, Raven let out a scream of what her sensors told her was pain. The scream was metallic and screechy. The pain that ran through her robot body was as real as anything to her. But what hurt more, as she looked at her declawed hand, was that she had been right all along.

The doctor looked at the claw remains in his hand with a disappointed look.

"You had such potential, my dear. But you never did learn who was the pawn-" He began to say. The sound of metal clanging against the hard warehouse floor echoed about as Gregori released the claws from his hand. All but one. Kneeling down in front of his creation, he gripped the reaming claw tightly as he looked at the cannon.

"And who was the master." Another metallic scream rang out through the warehouse as Dr. Gregori stabbed the claw into Ravens' cannon. Sparks flew about as it began to sputter and shake before finally sending an implosive wave of it's stored energy through her body. She screamed as her systems fired and her body dented itself rapidly into nothing but a screaming scrap of metal.

Or it would have. Before the doctor could make his move he had been stopped. Now his hand struggled with a strand of webbing that Spider-man quickly shot out before he could do anything else. Looking at his foe, Gregori stood up and let go of the claw. The tubes in his arms filled with blood and swished about before he finally made his first move. Knocking over his creation with a swift backhand.

"Spencer would be proud." Spider-man said coldly. Gregori scoffed.

"Spencer was a fool. He and his son knew nothing of what it meant to be a true genius." He said scornfully. Letting go of the web strand, Spider-man stood his ground as he glared at Gregori through his mask.

"True genius doesn't involve hurting innocent people to get at me. True genius doesn't involve threatening my family just to get at me for no reason at all." Spider-man grunted. Scoffing at him, Gregori took a fighting position while the blood in his tubes swished about some more. Spider-man followed suit.

Their fists were clenched, their minds were clear, and their patience was dwindling. After a brief moment of preparation, they combatants were at each other. First came Gregori, who made a surprising leap at Spider-man despite his age and slammed a fist into the side of his head again. Barely recovering from the last blow to the head, Spider-man returned by elbowing Gregoris' back. Instead of doubling over he wavered a bit and backhanded Spider-man into another crate without hesitation.

Spider-man flipped about so that his feet and hands made contact with the crate first, allowing him to stick to the crate safely before Gregori made another move. His elbow felt like it had been smashed against Wolverines' adamantium skull. But the pain in his elbow would be the least of his worries if the doctor landed another punch on him with those gauntlets. Just the thought of it gave him a splitting headache, which made the headache he already had even worse.

Straightening himself out and cracking his shoulders, Gregori turned to face the wall-crawler once again. The sight of his tired, exhausted foe sent a flood of happiness through his body that almost replaced the blood his body had sacrificed to the tubes he had attached to himself. Clenching his fists once again he charged at Spider-man.

Spider-man watched as the doctor came at him. His spider-sense went through the same routine as before, slowing the world down so he could get out of the way in time. Gregoris' fist, along with the rest of him, began to move like molasses. _Alright, now to move out of the way, hide, and think of a pla-_ the thought stopped dead in its tracks.

His spider-sense still in play, Spider-man watched as the doctor began to get faster and faster with every passing moment. _How is he doing this?_ he thought. Still in shock, Spider-man was barely able to dodge the doctors attack. If he hadn't jumped he would have felt the full force of Gregoris' fist again. Instead he jumped to another crate and let his side catch a bit of the blow.

A small portion of his suit came off with the hit. But that was the least of the wall-crawlers worries as a wave of pain went through each of his ribs. He could've screamed out in pain, let the mad doctor have his satisfaction. But he instead let out a low grunt that only he could hear and let himself crash into the crate. Sliding to the ground with his impact, Spider-Man looked up at Gregori as he turned himself around to look at the wounded hero. A smug smile covered his wrinkled face.

"I know what you're thinking, Mr. Parker. One of my upgrades alerts me when you are about to you that spider-sense of yours. It then reverses the effects of it, so instead of me slowing down it's you." Gregori explained. Spider-man listened to the mad doctor tell him he was using his own methods against him while he held onto a large bruise on his side. _Gotta stay focused…ignore the pain…GO!_ He leapt at Gregori, acting as fast as he could, catching the doctor off guard.

First came an uppercut, sending the doctor flying up and backwards. Next came the webbing, shot directly onto the gauntlets to keep the punches at least partially cushioned. Finally came the web lines, shot onto the old man's chest. Quickly and forcefully he pulled the web lines hard enough that Gregori was flung forward into the same crate Spider-man had just slammed into. The collision burst the partially damaged crate into pieces.

Dr. Gregori picked himself up, dusted himself off as best he could, and went at the webhead as viciously as he could. Spider-man saw the incoming attacks and managed to dodge a couple of them. With his hands covered in thick layers of web the punches didn't hurt as much. But he knew it wouldn't last.

He was right, or course. Seeing an opening he couldn't resist, Gregori gave Spider-man an uppercut to pay back the one he had given to him, freeing his webbed hand with the force of it. Grabbing him by the ankle, he spun Spider-man around for a few seconds before stopping and smacking him into whatever was nearby. He did this again and again and again until finally he smashed his foe against a metal crate.

Gregori let Spiderman to slump to the ground so he could enjoy the pain he was in. Spider-man lay on the ground, a pile of bruises and almost broken bones put into a costume. He was panting, and as he did so he knew Gregori was enjoying this. But he wasn't amused yet. He had to see the look of pain on his face. So he simply walked up to the broken hero and tore his mask off of him. Now he was satisfied.

"Oh Mr. Parker, what would your dear old aunt say if you came home looking like this?" Gregori taunted before kicking Spider-man to the side. He fell with a thud as he held in his screams of pain.

"Don't worry though; I won't give you any false hope. No, dear boy, you're going to die here and now." He gave him another kick, this time in the stomach. Spider-man held in the vomit with the screams. He could barely move to defend himself.

"Die by the hands of the ultimate Spider Slayer!" Gregori shouted, lifting his foot above Spider-mans' head. He braced himself for what was to come next. _Mary-Jane…I'm sorry._ He closed his eyes, excepting it to be over soon. What he didn't expect was to hear something crashing into a crate. Spider-man slowly opened his eyes.

"You are not the ultimate Slayer, you liar! I am!" Raven shouted.


	8. Chapter 8

While he tried to pick himself up off the ground without causing himself more pain, Spider-man looked at the current situation. For the few seconds he wasn't paying attention, having preparing for the worst, Dr. Gregori had been slashed and tackled into a crate at the same time. Across from Gregori was Raven. The claws on her left hand were fully extended and tinted red at the tip. Her red eyes glowed with more hate than before.

Gregori, on the other hand, was less then amused at being sent into a crate by his own creation. Nor was he happy that he had been robbed of his chance to kill the spider. Standing up amongst the debris, he felt a stinging sensation coming from his chest. He checked to find a large, bleeding cut across his chest. Ignoring the pain as best he could, Gregori looked at Raven with obvious frustration.

"My dear, sweet Raven. Why would you go and attack your fa-"

"Shut up!" Raven shouted back. On a whim her clawed hand became a mini-cannon and began to charge. Slowly and calmly Gregori raised his hands in defense. Spider-man, on the other hand, was now on his knees and recovering his strength bit by bit. He was going to need it.

Aiming carefully for the doctors' head, Raven kept quiet while the look in her red eyes did all the shouting for her. Her inner workings were damaged beyond repair and her core was losing energy. She was dying, slowly but surely, but she refused to think of it. She was perfect after all, and death was in no way a part of perfection to her. She couldn't let her weaknesses be known to the man who knew how to exploit them.

But he knew already. Even as they stared at each other he saw the minor glitches, how slow her reactions were. Deactivating her would be a cinch at her current state of power. Once she was down he could get back to taking care of the spider.

"Die!" The cannon glow became intense for a mere second before it fired at the old man. Even with his strength, Gregori had difficulty deflecting the blast. A small layer of flesh burnt away from his arm when he smacked it to the side and into a series of crates. Debris and dust surrounded and hid them form one another.

The intense red glow of Ravens' eyes and cannon broke through the dust cloud and targeted Gregori before another blast was fired. This time it hit his leg. He had no time to let out a holler of pain when the sensation of his leg being engulfed in flames came about. Raven was charging another quick blast. She was going to make this slow, painful, and enjoy every minute of it.

Another blast came at him. And another, and another. Small ones, varying from the size of a baseball to a basketball. Gregori dodged the ones he could with instinct alone while his body was pummeled with the others. Spider-man paid no mind to the onslaught in front of him. He was too busy thinking things through and gathering his strength. If he wanted to he could stand and take on Gregori and Raven.

But it would be suicide to do so. Not only would he be unable to handle them at the same time but he only had enough energy to stand. That was it. His body ached from the bruises he had painted all over his body and the parts of his body that weren't battered refused to move at all.

It took a smack in the head form a small piece of debris to snap Spider-man back to reality. He had been oblivious to what had happened around him and was in awe at the sight of it. Raven stood with her cannon pointed at Gregori, his body covered with burn marks and blood. The blood came from the tubes that had either been blasted or melted off. His hair was completely gone, burned off form a blast that hit him in his now closed and partially smoking left eye.

"You…little.." Gregori uttered underneath his heavy breathing. With his tubes gone and his strength fading the once powerful gauntlets were now nothing more then weights that took away the use of Gregoris' arms. Whether he wanted to face it or not, he was beaten.

"I could easily aim right at your head and fire. End it right now. But…" The cannon glow faded as it became the clawed hand once more. "…I'd rather end it with the hands you made me." Raven took one step toward the old man and savored the fear that made him jump back.

"Please…no. You can't. I'm begging you." Gregori began to plead to his creation to no avail. She still came at him. Her skin gone and her skeletal structure showing, she looked almost like death itself without the cloak and scythe. She was the perfect slayer and she was going to prove it here and now.

"You wouldn't kill your own father, would you?" Gregori asked in another attempt to plead for his life, getting no reaction. Or at least not form Raven. Spider-man, on the other hand, had the look of surprise and horror under his mask. This robotic monstrosity before him, in no way, could have been human once. He must have gotten to attached, he though to himself, rationing that he was going mad. There was no way someone, not even Gregori, would do _this_ to there child.

He stood up on his wobbly and sore legs and looked at the fearful old man. He was evil, but he couldn't let him die, by his hands or his creations. Lifting his arm he aimed at Raven carefully. Gotta do this right. I don't have enough webbing to keep doing thing he thought as he shot webbing at Ravens' clawed hand. It only managed to hit and gunk up three of her claws, but it would still he useless for awhile.

She turned her head to face the wall-crawler with her eyes that glowed with anger. Nothing was going to rob her of her victory.

"Do you think it wise to interfere now, insect?" She asked him hatefully. Slouching a bit, Spider-man managed to shrug at the question before aiming for another shot.

"The word 'wise' isn't exactly in my vocabulary. But if I didn't interfere, who would? A guy in a flying rodent outfit? Yeah right." _Keep here attention on me. Don't let her refocus on Gregori again. _The plan went through his head over and over again. This was important if he wanted to keep him if he wanted to know who he was working for.

But luck wasn't on his side. Gregori was scuffling away, making noise as he did. It wouldn't have attracted Ravens attention if the gauntlets-turned-weights hadn't pulled him down when he leaned too far forward. The sound of his weak body and the heavy gauntlets smacking the concrete floor of the warehouse caught Ravens' attention. _Dammit._

Spider-man had to think an act fast to hinder Ravens movements. Another glob of webbing was shot at the knee joint of her left leg while another went to her neck. Letting out a metallic howl, Raven did not halt her death march , however, but was slowed down by the webbing. Unable to to turn her head she made sure the spider knew she was yelling at him.

"Why do you want to save him? He wants to kill your friends and family, yet you risk your life to save his. Why?" The question rang in Spider-mans' ears. Why was he saving him? The answer came in form of Uncle Bens words. He grabbed his mask and took it off, slowly though, as his body was still in pain.

He threw the mask on the ground and stared at Raven with his own eyes. His nose and mouth were bleeding and his one eye was black, but these were nothing compared to what he got any other time. He spat out some of the blood and wiped the rest from his mouth and nose before walking in front of Raven.

"I have the power to kill him, but if I did I'd be just as bad as he is. That's why." He spoke the words clearly as they came to mind, not thinking they'd have any affect on the robot. But he was wrong again. She looked down, her red eyes dimmed.

Her body relaxed itself, almost like she was shutting down. Her claws turned to fingers.

"Sentimental garbage!" Gregoris' voice shouted from behind Spider-man. _Oh crap, forgot about Gregori. And my spider-sense is goin' cra- _

"Die!" he shouted again as something hurled past Spider-mans' face. He should have blocked it. He should have covered Raven. But it was too late to think of how to save her, for whatever had flew past him had made a direct hit into Ravens' head.

Gregori laid on the ground still, having managed to sit up enough to aim a prototype mini-cannon at his creations head. The spider would be next. But he didn't care about that, he was too busy staring at the head of Raven, the entire front of her skull and the top blown off. A lump of pinkish gray matter rested inside the skull, wires fused onto and into it.

It took a minute for him to realize what it was. The doctor wasn't lying when he said it was his daughter, for her brain was part of the slayer. _How…how could he…_His spider-sense went off again, telling him to jump now. He did so with what little grace he had left and narrowly dodged the next blast.

"You bastard! Why don't you die?" Gregori shouted, charging another blast. His slayer had failed, his improvements had failed. He was running out of options and, even worse, blood. The holes where tubes once rested were bleeding profusely and making him feel weaker then he already was. He needed to end this now.

Having jumped onto one of the few crates left in the warehouse near them, Spider-man glared down at Gregori. His teeth and fists were clenched tight as his body twitched with great pain and anger. This man-no, not a man. This monster had used a girl, his own daughter, for his own plans. _I'm sorry, Uncle Ben, but I can't let someone like this live to do this again._


	9. Chapter 9

The cannon sparked and whined in Gregoris' hands while it charged its next blast. He smacked it to stop the whining but was met with only more sparks. The gaze of the spider was hard on him and he knew it. But the fact that he wouldn't kill him was a factor that would win him this day. Once the cannon was charged up enough he would fire it and end this silly feud.

The whining went down to a low hum before, suddenly, it sputtered and shutdown. Gregori began smacking the cannon out of frustration, being distracted long enough for Spider-man to make his move. Still perched upon the crate he leapt off towards Gregori. He landed on both feet, sending a wave of pain through his already pain-ridden body, in front of the doctor. Not giving him a chance to act he kicked the cannon from his hands before grabbing at him.

The doctor was scared now, plain and simple. His only usable weapon gone he went back to dragging himself away. Whimpers trailed behind him as he tried futilely to escape. Spider-man was one step ahead of him. He grabbed at him, getting him by arm, his grip tight so he could not easily escape.

"No, let go! Please!" Begging would not save him, however. With what little strength he had left, Spider-man swung the doctor off the ground and threw him into another series of crates. Gregori only managed to crash into one before he was pulled back forcibly and allowed to smack head first into the hard floor. Spider-man stood over him as he detached a web-line from his wrists. Gregoris' eyes met Spider-mans' eyes.

He could feel the hate, the anger, the fury coming from those eyes. Gregori looked away to escape the gaze but was met with another one. The body of his perfect killing machine, lying on the ground as well, staring at him. The brain was little more then a puddle of pinkish-gray matter now, oozing around the blown apart skull.

Before any sentimental feelings could attempt to over come him, Gregori was hoisted off the ground once more. But he was not thrown, he was just held there. Meant to look into the eyes of the man he was trying so hard to kill.

"Give me a reason why I should let you live." Spider-man uttered. It was a mumble, but one filled with hate. The doctors eyes widened at what he heard. Was he truly going to kill him? Would he bring himself to the same level so many of his other enemies were on?

Gregoris' answer came in the form of the same question, just louder.

"Give me a reason!" The shout echoed around the entire warehouse before fading away.

"I don't need to give you anything, whelp, except death. My employer will see to it that you meet your end at his hands, be it directly or indirectly." Gregori answered back. He was shaken a bit before being pulled in closer to Spider-mans' face.

"Did you employer tell you to use a human being? Your own daughter? Did he tell you that?"

"That decision was mine alone." The wrong answer. Once again Gregori was thrown onto the ground, this time on his elbow. The sound of his arm behind unnaturally made the sensation of pain all that much worse for Gregori. He screamed from the top of his lungs. The screaming would continue, however, with Spider-man looming over him once more.

He acted before he even thought out his next move. He knelt down and began to pummel Gregori, putting all the force he had in every punch. A voice in his head told him to stop, to think about what he was going to do. He tried to ignore this voice, listening only to the anger in his heart.

This monster used his own daughter to create the perfect killing machine. His employer didn't even tell him to do so, nor did he suggest it. He did it on his own free will. If there was a devil on earth, this was it.

"Stop...please stop…" He tried to sputter out with mouthfuls of blood. But the beating continued, regardless of whether he pleaded or not. And then the blows stopped. Spider-man looked at the lump of blood and flesh that was once human, if he could be called that.

His teeth and fists still clenched, his breathing erratic and heavy, he looked at what he had done, listened to every whimper and sob he let out. A sensation came over him that he was all to familiar with. Guilt. Even if this man did terrible things, he couldn't take his life. It wasn't who he was or who he wanted to be.

His teeth loosened. His fists unclenched. His breathing slowed to a normal pace and his eyes lost the rage they had held just a second ago. Walking over to his victim he knelt down and fidgeted with the gauntlets, trying to take them off. They were partially fused to his skin, something that didn't surprise him at this point, but he removed them anyway and ignored the cry of discomfort.

One by one he removed every wire that kept them on his body before finally pulling them off the old mans' frail arms. He tossed them aside, ignoring the thud that came when they hit concrete. Now all that was left was an old man, bloody and beaten and stripped of his pride if he even had any. The anger came back to Spider-mans' eyes as he looked on at his work.

"If you every threaten my family again, if you even so much as come near them, I'll make sure you feel every ounce of pain you're feeling now." He told him in a whisper. Gregori looked at him, though terror was not in his eyes, nor was there fear on his face. Instead there was anger and a smile.

"Initiate Self-Destruct sequence." He said, almost with pure glee. The moment those words were uttered the windows, the door, every little opening in the warehouse was closed by metal barriers. The dimmed lights became bright red as they flashed in correspondence with the sudden sound of a siren. Spider-man looked about as the whole place began to shake and rumble.

"I've lost too much blood to escape from here with my life. But if I go, at least I can go knowing I took your pathetic self with me." Blood flew from his mouth as he spoke. The shaking and rumbling became more violent, causing some of the lights to come crashing down. One particular lamp hung over Gregoris' work station.

It broke and crashed onto the work table. The sudden impact caused a few of the small devices to explode. These created bigger explosions, which soon engulfed the entire work station. Sparks scattered all over and caught onto the wooden crates, starting a fire that quickly spread out through the entire warehouse. Within mere seconds both Gregori and Spider-man were trapped in a circle of flames.

The crackling of the flames did little to cover the laughter of Gregori, who still laid in his own blood while Spider-man looked frantically around for a way to escape. There was no way he could bust through the wall, at full strength or not. He flicked his eyes all around, hoping to find something, anything, to keep get him out of there. They landed on Ravens' body, reflecting the orange glow of the flames.

It didn't seem right to do so, given she was human once. But before he could stop himself to think about it he was already halfway there. In the blink of an eye he was already kneeling down at her right arm, keeping away from the puddle of pinkish-gray liquid that was once a girls brain. Thankfully the skeletal appearance did little to hid most of her wiring, giving Spider-man access to pull at and fiddle with it. The right combination would hopefully trigger her harms cannon, which would be the easy part.

The hard part would be to safely find the right combination of wires to actually fire the cannon without it blowing up in front of his face. _My face! _Realizing he couldn't leave without his mask, Spider-man looked around for his mask. Finding it a couple inches from where he was crouched he shot a quick line of web and tugged it over.

The fire had now completely caught onto every wooden crate in the warehouse while the shaking became more and more violent. With no where to go the smoke built up to the point that it literally chocked you. Watching it all, Gregori went from laughing to simply chuckling at the face of his demise. Already the support beams on the ceiling were crashing down, burying some things while crushing others. It wouldn't be long until the beam above him fell upon him. Either that or the flames would come close enough to burn him alive.

"Got it!" Spider-man cried out when the hand had finally turned into a cannon. Fortunately he didn't have to find a combination to charge it up. Already it glowed with the promise of a fully charged blast. Tightly he grasped onto the arm as he stood up. He put his foot on her shoulder and began to pull. Harder and harder he pulled until he felt like his own arm was about to come off.

Finally it loosened up a bit, giving Spider-man some hope. His vision was blurred from smoke and his throat was layer with it by now. If the exhaustion and flames didn't kill him the smoke would, that was a given. And then it disconnected, making it so that only a slight wiggle would separate it from the body. And he did just that, a solemn feeling coming across him as he did so.

"I'm sorry." He muttered to the body as he turned away. The light of the cannon dimmed a bit but was still very operational. Not needing anything else he grabbed his mask and made his way to the closet wall. Then he heard it, the loud crack from above. Spider-man looked up, trying to find the source of the noise through he clouds of thick, black smoke.

There it was again.

"You don't have long, insect. You best make your escape now." Gregori spoke with a ghastly tone. It was like he was already dead, just staying there to watch the end of his work. Watching him, Spider-man knew this was the only time he was going to get the answers he wanted. He needed to know who he was working with.

"Before this whole place collapses on us, tell me who your employer is. How do they know me?" The stern look on his face looked more intense with the added glow of flames on it. Gregori laughed once more, blood shooting form his mouth as he did so.

"I had no employer. Everything I told you was a lie, a ruse to distract with thinking while I took you apart piece by piece." He said first.

"As I said before, I was an employee at OsCorp before. Didn't it cross your mind that if I knew about Normans' hideouts that I'd have been able to deduce your identity from the notes he left? It took me awhile, but I managed and sought every bit of information I could get my hands on about you, Mr. Parker."

"But why did you want to kill me? What have I ever done to you?" More laughter, more blood.

"I respected the work of my predecessors, the Smythes, and decided to dust it off. Ask for why and what, I just never really cared for you. All you superhero types." The words ran through Spider-mans' head nonstop. There was no reason. It was just a hate that went to the point of madness.

The cracking noise got louder and louder before the sound of whooshing came from above Gregori and Spider-man. Both looked up but only Gregori smiled and laughed. The beam had broken free and was coming to do its' damage. Spider-man was groggy from all the smoke, his spider-sense was slow, and so he couldn't react in time to save the madman from the falling beam. The laughter stopped suddenly as debris and embers flew from the beams crash site.

There was nothing more he could do here. He had to go before the warehouse exploded, before the rumbling got to the point that the entire roof collapsed. So he ran. His legs were at the point that they should've collapsed and been useless, as should the rest of his body. But he kept moving towards the closet wall he could find. His hands both cradled the cannon and fidgeted with the wiring to get it to fire. And then he reached the wall, or to be more specific ran into the wall.

The wiring wasn't working. There was no time to figure out why or how to fix it, not with the place near destruction. _Only got one shot. Gotta make it count _Spider-man thought. He backed up and held the cannon in one hand. Once at a safe distance he waited for a second or two. The he threw the cannon.

_Gotta do it right. His spider-sense kicked in, though delayed by his grogginess. The crackling of the flames slowed itself, as did the hum of the cannon. It flipped around in the air as it made its way to the wall. He aimed carefully with his web-shooter, took a deep breath, and fired. He watched the webbing pour from his wrist, as it formed a tiny ball . He watched it go into the cannon, blocking it from firing. _

_He even watched it shake for a moment before it made hard contact with the wall. It sparked, it sputtered. It exploded. He didn't watch that part, it was too bright for his teary and weary eyes. He opened his eyes to see a decent sized hole in the wall, the sunlight pouring onto him and the sound of sirens rushing towards him. _

_With the little strength he had left he went to the hole and, literally, crawled out of it. Finding an exit from the warehouse, the smoke made its way into the fresh air as well. The siren grew louder and louder as the rumbling got louder and louder. Instinct made him fire a web-line to the closet building. Instinct made him pull on it hard enough to send him sore body flying into the air._

_It went off like it had done it thousands of times before. The sound was so loud it deafened him. The force so strong it sent him flying further in the air. It lasted for only a few minutes but felt like it took a few hours. A great and terrible fire on top of debris was all that was left of the warehouse now. Spider-man watched from the rooftop of another warehouse as fire trucks came speeding over to it, acting immediately to get the fire out._

_They would find Gregoris' body, or what would be left of it. All evidence of his Spider-Slayers would be lost. A relieving thought as Spider-man took a deep breath of clean air. Mask in hand, he placed it over his blackened face and got ready to head home. Home to a wife who would bombard with concerning questions of what happened and if he was ok. He could hardly wait._


End file.
